


Why Don’t You Come A Little Closer?

by heartlikethat



Category: Zoey's Extraordinary Playlist (TV)
Genre: Best Friends to Lovers (well maybe? 😏), Buckle Up For Some Turbulence (literally), Canon Divergence, F/M, Idiots in Love, Not Your Typical Vegas Fic
Language: English
Status: Completed
Published: 2020-09-26
Updated: 2020-10-05
Packaged: 2021-03-07 17:20:23
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 8,367
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26661325
Author URL: https://archiveofourown.org/users/heartlikethat/pseuds/heartlikethat
Summary: Max and Zoey are sent to Las Vegas on a work trip (pre season one).
Relationships: Zoey Clarke/Max Richman
Comments: 17
Kudos: 29





	1. I Want You Near (To Share My Fears)

**Author's Note:**

> Can’t stop, won’t stop writing.
> 
> This was meant to be a oneshot, loosely inspired by the plane scene in _The Mindy Project_ , but more ideas popped up in my head as I was writing so...I guess it’s going to be a short fic now??
> 
> Takes place before season one.

“Max. Zoey. My office. Now.”

The two shared a frightened look before scrambling out of their chairs and making their way over to Joan. “This can’t be good,” Max muttered to Zoey right before they stepped into their boss’s office.

“Flamingo Las Vegas is looking to update their computer system,” Joan began without preamble, “and while they’ve been partnered with Microsoft for years, word on the street is that they’ve been less than pleased in recent months because their reservation system keeps getting hacked.”

Both of them look puzzled, not quite sure what Joan was getting at.

“I’m sending you guys to Vegas. You two will be pitching SPRQ Point.”

If Joan thought that would clear things up, she was sorely mistaken as Max and Zoey stood there uselessly, still trying to process what this meant.

Zoey was struggling to wrap her head around why Joan was asking them, two _programmers_ , to do the pitch. Weren’t there more qualified people for the job?

“I didn’t know SPRQ Point was interested in that area of business,” Max said finally, breaking the silence that had descended over them.

“It wasn’t. Until now. And if you secure the deal, it will propel this company into a whole new league. I’m talking on par with Microsoft, Apple, IBM.”

_Wow, no pressure there._

“Oh. That’s great. When will we be going?” Zoey asked, already mentally preparing a list of all the things she and Max would need to do to get ready for this meeting.

It would take a week, or _at least_ a couple of days, to really work out the details and fine tune their presentation, but Zoey was up for the challenge.

“Tomorrow.”

“Tomorrow? Like... _actual_ tomorrow?” Zoey felt her heart stop and then plummet into her stomach. How were they going to be able to pull this off with hardly any time to prepare? 

“Yes, that is literally what I _just_ said. So, here are your plane tickets,” she handed over a large stack of papers, which Max grabbed from her. “Transportation info. Hotel reservation. Itinerary. The whole lot. You’ll do the pitch, stay overnight, and fly back home Saturday afternoon.”

“There’s only one room?” Max asked, eyes skimming across the page in front of him.

“One room, two beds. I trust you’re smart enough to do the math.” Joan peered up at Max, her glasses perched on the tip of her nose, looking bored and completely over the whole conversation.

That definitely had to be violating some HR code of conduct, a male and female employee sharing a hotel room, but Max was _smart enough_ not to bring that up to Joan. 

Today didn’t feel like a day he wanted to get fired.

“Now shoo, get out of here. Take the rest of the day to pack, prepare, whatever. The future of SPRQ Point rests on your shoulders, so don’t screw it up!” She wagged her finger at them before turning her attention back on her computer screen and furiously typing away.

“Oh, and Zoey?” Joan called out as the two were awkwardly shuffling out of the office. “Maybe bring a dress, or like, a pantsuit. Whatever you do, _for the love of God_ , please don’t wear a sweater and a collared shirt.”

Zoey looked affronted before she quickly composed herself and gave a salute. “Of course. Roger that.”

* * *

“Joan booked my ticket for Maxwell _Rickman_ , which, honestly, is the closest she’s gotten to my actual name in years. But it took me almost two _hours_ to get it changed over the phone last night.”

“Mm, that sucks. I’m sorry,” Zoey said distractedly, her eyes nervously shifting around as they waited to board the plane early the next morning.

“Are you okay? You’re acting a little weird.”

“Yeah, yeah. I’m fine. Why wouldn’t I be?”

“Well, the fact that we’re going into a huge meeting today with minimal time to prepare is one idea. It’s okay to be nervous, Zoey. I’m still wondering why Joan wanted _me_ to come with you instead of someone like Leif.”

Zoey didn’t say anything because it was a fair point. Max wasn’t exactly known for being a go-getter at work. Sure, he always met expectations, but he never went _above and beyond_. In fact, that was one quality he shared with Tobin (not that Zoey would ever admit _that_ to Max).

Regardless, Zoey felt much more comfortable sharing a room with Max over Leif, so she wasn’t about to complain.

When it came time to board the plane, Zoey followed Max as he guided them to their seats, 4C and 4D, the first row of Comfort Plus on the tiny regional jet. The plane was sparse, only about twenty other passengers onboard, none of which were anywhere near the two of them.

“Good morning ladies and gentlemen. Welcome aboard Delta flight 6189 to Las Vegas. As you locate your seats, please place smaller—”

The flight attendant’s voice became background noise as Zoey reached for the safety briefing card and scanned its contents, quickly committing every detail of the CRJ700 to memory as Max settled in beside her.

By the time the plane was pushing off from the gate and the safety demonstration was starting, Zoey was having a hard time remembering how to breathe properly as she clenched the briefing card in her hands and watched how to secure the oxygen mask.

When Max leaned over and offered her half of his Cinnabon, Zoey snapped at him. “Shut up, Max! I’m trying to pay attention.”

He immediately backed down, shooting her a confused look as he grabbed for his coffee and took a sip.

With the demonstration over and the lights dimmed so everything was cast in a blue glow, Max decided it was safe to try and speak again. “Have you never flown before? Is that why you’re so nervous?”

“I’m not nervous,” her tone was firm. “Statistically, I’m much more likely to get into a car accident on the way to the airport than I am to be involved in a fatal plane crash,” Zoey said matter-of-factly, trying to sound assured.

Max would have been convinced if the slight trembling of her hands hadn’t belied any pretense of composure she was trying to convey.

“Alright. Well, if you need me, for anything, I’m here.” Max offered. He knew better than to push Zoey into admitting her true feelings about anything when she didn’t freely express them.

The plane took off. Zoey fired up her favorite true crime podcast, _RedHanded_ , closed her eyes, and tried to relax.

This was _fine._

Everything was fine. _Great_ , even.

Until it wasn’t.

Apparently, they were “ _experiencing some moderate turbulence_ ” a voice crackled through the speakers, instructing everyone to “ _please remain seated with your seatbelts securely fastened_ ”.

 _Moderate_ turbulence? It seemed pretty freaking severe to Zoey.

She vaguely made out the captain saying something about flying to a different altitude in search of smoother air, but all Zoey could think was _this is it, this is the day I die_.

“Max, distract me,” Zoey said, trying and utterly failing to remain calm as her voice was unusually high-pitched.

“Okay, sure. Let me think.”

But his thinking was taking _way too goddamn long_ as the plane gave another particularly violent lurch.

“Max, I need you to just _do something_ right now! Anything. _Please_ ,” she begged, her eyes squeezed shut as her hands clutched the armrests, her knuckles turning white.

“Uh...” she heard Max say.

There was a brief pause. A moment where nothing happened.

And then Max was kissing her and... _wow_ , turns out his lips _were_ as soft as they looked (not that she ever stared at his lips and wondered about their degree of softness, of course).

Her hands released their death grip on the armrests in favor of fisting into the fabric of his maroon sweater, twisting her body in her seat so she could pull herself closer to him.

She held onto Max like a lifeline, focusing on him, only him and the sensations that were now thrumming through her body.

His lips, which tasted like cinnamon, icing, and black coffee — bitter and sweet and... _absolutely delicious_. His scent, which was more intoxicating than it had any right to be, making her feel dizzy as it overwhelmed her senses. His touch, which was shooting off jolts of pleasure in every direction as his fingers threaded in her copper hair.

When he gently started massaging her scalp, Zoey’s brain short-circuited.

It didn’t seem to register in her mind that she was kissing _Max_. Zoey was kissing her _best friend_. And her _best friend_ was kissing her back. They were two best friends kissing _each other_.

All she knew was that it felt _good_ and she didn’t want to stop. She couldn’t imagine ever _wanting_ to stop doing this.

Zoey shuddered when she felt his tongue dart out to sweep between her lips and... _oh god_ , were they really about to make out on a plane?

“ _Yes_ ,” Zoey breathed as she parted her lips for him, deepening the kiss, way too caught up in _feeling Max_ to give a damn about _feelings for Max_.

Feelings were a pesky thing, anyway. Better dealt with at a time when her best friend’s tongue and lips and hands weren’t caressing her body and making her ache with need. Plus, the fact that she was so unbelievably turned on right now _because of Max_ was not something she was prepared to unpack yet, either.

What did it mean when you suddenly wanted to rip the clothes off your best friend?

_Not anything good, probably._

Not if you wanted to remain best friends, at any rate.

Zoey forcefully drove away any thought of reason that attempted to penetrate her mind as she sucked Max’s bottom lip between her teeth, nibbling gently as her hands relaxed their grip on his sweater and slid up to wrap around his neck. Her fingers toyed with the curls there, fascinated by how silky the strands were.

A low groan escaped from deep in his throat and a feeling of satisfaction swelled up inside her. Even though it had been _awhile_ since she last kissed anyone, it was nice to know that she was still capable of eliciting those sounds out of another person.

Two loud chimes from the speaker above their heads brought them crashing back to reality, Zoey hastily extracting herself from their embrace as her eyes struggled to regain focus. A flight attendant was announcing they were on the final descent and would be landing in approximately ten minutes.

Zoey stared at Max, eyes wide, mouth hanging open, and at a complete loss for words.

_What the fuck just happened?_

“Oh my god...Zoey, I am _so_ sorry. I-I don’t know why I kissed you.” He ran his fingers through his hair, breathing heavily. “I panicked. For the sake of our friendship, we can forget that ever happened.” Max looked like he might actually vomit, she had never seen him so pale. His redder than normal, kiss-swollen lips stood out in stark contrast against his skin and she found she couldn’t look away.

_What was it with her and her newfound fixation on his lips, anyway?_

“Um. No, it’s fine. It’s cool. Uh...that definitely took my mind off things. So... _thank you_...for that.” She smoothed down her hair and licked her lips as she tried to calm her racing heart.

While the kiss certainly succeeded in diverting her attention from the turbulence, it didn’t help that now Zoey’s mind was positively buzzing with the ramifications of how the kiss (erm... _make out session?_ ) would effect their friendship.

Max _did just say_ they could act like it never happened. It might take some time, but Zoey was sure, _one hundred percent sure_ , she would forget how it felt to kiss Max, how it felt to be kissed by Max.

Eventually.

Probably.

It definitely didn’t help matters that the kiss was so damn... _amazing, hot, extraordinary, seriously some next level shit_ (that she was already craving more of... _yikes_ ).

And why was Max apologizing? It’s not like she had pushed him away. He was just being _a good friend_ , distracting her with a kiss, taking her mind off of her impending doom. Zoey was the one who all but pulled herself onto his lap. She had been an _extremely_ willing participant in the whole ordeal. They just got a little carried away, that’s all. No big deal.

The remainder of the flight passed in strained silence. Max pulled out his phone to play Sudoku while Zoey grabbed for the inflight magazine, pretending to be engrossed in a map of the Detroit airport (it was one of Delta’s hubs...who knew?)

And if Max realized she hadn’t flipped a single page the entire twenty minutes it took to land and taxi to the gate, he was kind enough not to say a word.

All Zoey could think after they got off the plane and were waiting for the hotel shuttle was that she was supposed to catch a flight today, not feelings.


	2. Addicted To Those Glances (Taking Chances Tonight)

**Notes for the Chapter:**

>  **** WARNING!!! ****  
>  **(Rating Has Changed)**  
>    
> So...the rating went up because I got a little carried away 😏 And I incorporated some dialogue from the show. You’ll recognize it when you get there.
> 
> I’d also like to say thank you to the lovely, talented, and kind clarkemanship, who gave me the idea to write this chapter from Max’s POV (hopefully it doesn’t suck).

Max couldn’t believe he had done something as _stupid_ as kissing the woman he was completely _head over heels_ in love with.

Normally, that kind of thing wasn’t an issue for people. _Of course_ you should kiss the person you love, but only if that person _wants_ you to kiss them. Zoey hadn’t even seen it coming (literally, her eyes had been closed).

She was panicking and then Max panicked and suddenly his lips were on hers and _oh my god, she was actually kissing him back_. It was even better than he imagined.

However, realizing he was in love with his best friend was a recent revelation and not anything he _ever_ planned on sharing with said best friend because Zoey didn’t feel the same way (even if she had kissed him back). The look on her face _after_ the kiss told Max everything he needed to know.

The ride to the hotel was awkward, the tension so thick it made his stomach churn, afraid their friendship couldn’t come back from his _stupid_ lapse in judgement.

Why couldn’t he have started singing “Africa” to distract her? Or literally _anything else?_

When they arrived at Flamingo and Zoey _still_ wouldn’t look him in the eye, Max’s spirits were decidedly low and he wasn’t sure how they were supposed to share a hotel room now.

“Hi, I was wondering if you had any rooms available? We’re here for a business meeting and it looks like our boss only booked us for the one room,” Max said when they stepped up to the check-in desk. He gave Zoey what he thought was a reassuring look, meant to convey something along the lines of _‘hey, now you won’t be forced into cohabitating with your best friend that just kissed you without your consent.’_ Interestingly enough, he could have sworn that he detected an emotion akin to hurt flash across her eyes.

If only he had a superpower to see what was going on inside her head right now.

Or like, if she could just spontaneously perform a whole song and dance number for him that made her feelings perfectly clear... _that would be great._

The lady behind the desk looked apologetic. “I’m very sorry, sir, I’m afraid we’re fully booked because of the CES convention.”

At that information, Zoey noticeably perked up. “I didn’t know that was this week!” CES was the most influential tech event in the world, showcasing groundbreaking innovations — from gaming to space technology, virtual and augmented reality — it had it all.** And from the exuberant expression on Zoey’s face, Max deemed it her personal paradise.

The lady smiled warmly at Zoey. “Today is the final day if you were interested in attending.”

“Oh, we are _definitely_ interested!” She exclaimed before taking a breath and adding in a more sober tone, “but first, we have to make it through the pitch.”

 _Right_. The pitch. The whole reason they were in Las Vegas. Max was so caught up in what had happened on the plane that the meeting completely slipped his mind.

After receiving their room key, the pair made for the elevators and Zoey hit the button for the 5th floor. They walked down the long hallway, easily finding their room, and Max breathed a sigh of relief that there were actually two queen beds when they stepped inside.

“I can get ready out here if you want to take the bathroom,” he offered kindly. She gave him a gracious smile even though there was still a tightness around her eyes, a lingering reminder of how uncomfortable she felt around him now.

Max wanted nothing more than to clear the air between them, convince her that the kiss really didn’t _mean anything_ to him (she must have suspected his feelings for her, that’s why she was so tense), but noon was fast approaching and the pitch took precedence.

There was a rumor at work that Brad, their current Manager of Engineering, had recently interviewed for Google. If that were the case and he received a job offer, then a promotion would soon be up for grabs. Personally, Max had no interest, but he knew Zoey was ready to advance in her career and if securing this deal today could help her in any way, well then he was prepared to step up to the plate and knock it out of the park.

There’s not much he wouldn’t do for Zoey Clarke.

* * *

Max was just about to tap on the bathroom door and ask if Zoey was ready yet when it swung open and his jaw effectively dropped to the floor.

She had followed Joan’s advice, dressed in a skirt and blazer, but she somehow managed to put her _uniquely Zoey_ spin on the whole ensemble. She looked professional and breathtakingly beautiful.

Zoey was wearing all of that with a pair of heels that shaped her legs nicely and Max had to force himself not to gawk at her like a horny teenager.

He was too busy admiring her and trying to form a single coherent thought that he missed as Zoey roamed her own eyes appraisingly over him, biting her bottom lip.

“ _Wow_ ,” he finally managed, his voice embarrassingly thin and breathless as she quite literally had taken his breath away.

“Um,” she said, clearing her throat and glancing shyly up at him, “you too.” They both let out a nervous laugh.

“Shall we?” Max asked. Zoey nodded and he opened the door, following her out.

* * *

The pitch went exceptionally well, as far as Max could tell, and now it was just a waiting game until Flamingo reached their decision and got back to SPRQ Point sometime early next week.

That meant Max and Zoey had the rest of the day to hit up CES and collectively have a nerdgasm.

Which was exactly what they did (after changing into more accommodating clothes, Zoey ditching the heels, much to Max’s dismay).

Zoey’s face was positively glowing with joy as they checked out all the latest tech gadgets, effortlessly joking with him as afternoon faded into evening and she dragged him into the Margaritaville that was attached to their hotel for food, both of them long past starving.

Throughout dinner, Zoey acted completely normal, although a few times he caught her staring at him with a look in her eyes he couldn’t quite crack. If he absolutely had to put a name to it, he would say desire, or like she had a hunger for something other than food (but that was crazy and highly unlikely to be true, he must be wishing it into existence).

Max was deceived into believing that maybe everything was _just fine_ between them. That was until they left the restaurant and were about to call it a night.

“Um, I actually need to run an errand real quick,” Zoey was back to avoiding direct eye contact as she rocked on her feet. “I’ll meet you back at the room.”

An _errand?_ Max had his suspicions that Zoey was just trying to spend the least amount of time alone with him in the intimate space of hotel room and didn’t want to hurt his feelings. “Okay, I’ll see you up there,” he said instead of calling her out on it, a painful twist in his gut.

There was no trying to deny it any longer, that confirmed his fear — he had altered the dynamic of their relationship.

* * *

“What’s that?” Max inquired, glancing at the white plastic bag that was clutched tightly in her hands when she entered their hotel room roughly ten minutes later.

“Oh,” her face turned crimson, “Uh...I saw some chocolates I thought my mom might like. That was the...erm, errand I had to run.” Zoey hastily shoved the bag into her suitcase before grabbing some clothes and straightening up. “I...am going to change now,” she sounded flustered as she turned and retreated into the bathroom.

When she emerged, Max was sitting on his bed, having already changed into a pair of sweatpants and leaving on his white undershirt. He was propped up against the headboard, flipping through the channels. “Hey, do you want to watch a movie?” He patted the empty spot next to him before realizing maybe that was a mistake, given the events of the morning and Zoey’s current behavior around him.

“...sure.”

He watched as Zoey stood in the doorway of the bathroom, wringing her hands, deliberating. Her eyes darted between her bed and his. 

It’s not like they hadn’t watched _hundreds_ of movies together, sitting side-by-side on her minuscule couch, but that was before he had kissed her ( _like an idiot_ ). Now, things were weird between them and that was the opposite of what Max wanted.

He would take it all back, if he could, in order to return to the former ease that was the cornerstone of their whole friendship.

Zoey’s feet carried her over in his direction and _oh thank god_ , maybe everything would be able to return to normal after all.

Except she didn’t head to the other of his bed, the unoccupied side. No, she was on a path straight toward Max. Before he could comprehend what was happening, she had clambered onto his lap and crushed her lips to his.

Too stunned to reciprocate, he sat there uselessly until Zoey pulled her mouth away.

“Why’d you do that?” He asked in an undertone, searching her face, trying to read her eyes before his gaze drifted to her mouth and back up again. 

“Because I felt like it.”

Not _exactly_ the declaration of love he had (foolishly) been hoping for, but...he could work with that.

And she hadn’t made a move to get off his lap. That was something. I mean, it certainly wasn’t _nothing._

“Do you feel like this?” He wrapped a hand around the back of her neck and gently pulled her down toward him, connecting their lips again.

She breathed a sigh of pleasure into his mouth as she melted against him. His hands moved to her back, drawing her closer until their bodies were pressed tight together.

If the tech convention was her personal paradise, then kissing Zoey was his.

She shifted on his lap, brushing against him in just the right way that had him groaning, feeling himself harden at the contact.

Zoey immediately stiffened in his arms, the movement of her lips stilling as she hesitantly broke off the kiss, which had Max thinking she must have concluded that _‘no, she did not feel like this’_ after all.

Leaning back, she locked eyes with Max, who had an apology ready to tumble out of his mouth when, with deliberate slowness, she tugged her shirt over her head and let it fall carelessly to the floor.

Her bare breasts were a shock to his system, staring at them dumbfounded a moment before he quickly recovered, his hands and mouth eager to explore the newly exposed skin. When her fingers tangled in his hair, he gave an appreciative hum.

Soon, Zoey had stripped him of his shirt, her palms roaming over his chest, causing his breath to hitch and his muscles to tighten in response. It was almost embarrassing how her touch had the ability to affect him so immensely. However, when his fingers skimmed along the sides of her breasts and down her torso, her body shuddered as she let out a gasp, her head falling to rest on his shoulder as he stroked the silky skin above the waistband of her pants. He thrilled at the realization his touch affected her, too.

He felt her lips pressing against his shoulder, his neck, his jaw. Finally, they reached his lips, kissing him deeply as she looped her arms around his neck and rocked into him. They stayed like that, fused together, Zoey rubbing herself against him until suddenly she stopped, climbing off of him and padding across the room.

Confused and trapped in a haze of arousal, he watched as she rummaged around in her suitcase before retrieving... _a box of condoms?_ (her _errand_ , he presumed, which explained why she had blushed earlier).

This new information begged the question...had she been planning this all day ( _longer_ than that? He dared not hope). Was this just going to be a “ _what happens in Vegas_ ” type of situation? So many questions filtered through his mind, questions he desperately wanted (and needed) the answers to, but only one left his lips.

“Are you sure?”

At that, her lips curved up as she smirked at him. “I wouldn’t have made the decision to purchase these,” she held up the box, “if I wasn’t,” and ah, _there_ was the Zoey he knew and loved — with her smart mouth and careful consideration.

His mind struggled to form a response. It was hard to think straight when _Zoey_ stood half-naked before him, all signs indicating the two of them were about to have actual sex.

“Now would be a good time to take off your pants.” She was still smirking, but when he remained frozen in place, her look of confidence transformed into one of uncertainty. “Unless...you don’t want to?”

Before she had a chance to start panicking and fearing she had misread the entire situation, Max stood up, joining her in the space between the two beds. He met her gaze as his hands went to the waistband of his sweatpants, pushing them down his legs.

That spurred her into action, removing her own pants before surging forward and hooking her fingers under the elastic of his underwear, guiding them off his body and leaving him bare. She pushed him back onto the bed, peering down at him with desire burning in her eyes (so it _was_ desire he had detected during dinner).

Without a doubt, Max knew that he had never seen anything more beautiful, more _absolutely perfect_ , than the tiny redhead towering over him.

Then, she was straddling his hips and he could feel her heat and wetness through the thin barrier of her underwear. When she tantalizingly rolled herself against him, well, he wasn’t responsible for whatever strangled sound escaped his throat.

Sensing he couldn’t handle teasing for very long, Zoey discarded her underwear and grabbed a condom, rolling it on before positioning him at her entrance.

They both paused, searching each other’s face because _were they really about to do this?_ Their friendship could probably survive a kiss on a plane under the guise of extenuating circumstances (Max was merely preventing Zoey from hyperventilating), but could it survive the conscious decision to have sex?

“I want you, Max,” she murmured, her tone low and her eyes dark. That was all she needed to say to render him completely at her mercy. A look passed between them, one of assent, before they moved in synchronization, mutually accountable in their union as he breathed out her name.

**Notes for the Chapter:**

> **retrieved this info from ces.tech
> 
> Ummm when I tagged it not your typical Vegas fic, I just meant they don’t, like, get drunk and end up married. I couldn’t resist throwing in the tired phase.


	3. Miscommunication (Leads To Fallout)

**Notes for the Chapter:**

> This whole chapter is kind of a hot mess, but so is Zoey sooooo...

When Zoey awoke the next morning with Max’s arm draped over her torso, her usually _super chill_ brain went into overdrive.

Over the span of 24 hours, Max had went from her _Best Friend_ to her _Best Friend That She Made Out With On A Plane_ to her _Best Friend That She Had Sex With_ (amazing sex, she’d give credit where it’s due).

And Max definitely deserved all the credit. Maybe even a trophy.

As it turned out, he was a _very_ generous lover and surprisingly quite the dirty talker, not that Zoey minded (the opposite, actually), but they still hadn’t _discussed_ anything. Not the kiss, not the sex. Not about why either of those things happened or like, how to categorize them now that they had happened.

The kiss on the plane, Zoey supposed, could be written off as happenstance. Even if it did technically lead to them having sex and _holy shit, she had sex with her best friend_.

When Max first kissed her, Zoey was overwhelmed with feelings, _a lot of feelings_ (physical and emotional) that she certainly wasn’t expecting or prepared to deal with.

For the sake of their friendship, Zoey was ready to forcefully tamp down Every. Single. One. of those feelings and do as Max suggested — forget the kiss ever happened (even if that idea unexpectedly made her heart clench in pain and _uh oh_ , that couldn’t be good).

So. Yeah. On the ride to the hotel, she resolved that she would pretend like nothing out of the ordinary had happened, maintaining the status quo between them. Her resolve solidified when Max attempted to book another hotel room just to get away from her (um, ouch).

But then came the pitch.

Zoey assumed she would take the lead because it was just what she always did in those situations when it came work. So, when Max suddenly took initiative and _absolutely crushed it_ , well it’s not like it was _her_ fault that his confidence had ignited a fire inside of her. A fire that continued to burn all day as she thought of sexy, confident Max and his ability to kiss her in a way that turned her mind _off_ for once in her damn life (seriously, she operated purely on caffeine and anxiety).

That was the sequence of events that led her to the revelation she wanted to have sex with Max. Her best friend, Max, specifically.

Even though Zoey actively avoided dealing with her feelings and emotions most days, both of those things may have played a small part as well. Not that she knew what to do with them now they were out there, floating around in her mind and, apparently, her heart.

Maybe she should have thought _more_ about those feelings before she went ahead and jumped onto Max’s lap last night.

_Fuck._

Max definitely _seemed_ into it, at any rate. Which was good. Except...now what? If Zoey had only just discovered she might sorta kinda feel something beyond friendship, where did Max stand on the whole issue?

And just how serious were these feelings anyway if they hadn’t even been on her radar until yesterday?

Zoey had _way too many goddamn thoughts_ buzzing around in her head at 8 o’clock on a Saturday morning as she laid there in Max’s arms, waiting for him to wake up so she could broach the subject. It never even occurred to her to slip out of his embrace.

She was idly tracing the veins in his arm when she felt him stir, his arm tightening around her before his lips brushed against her shoulder. “Mm, mornin’,” he mumbled, his raspy voice causing her to shiver, a reaction that had him smiling into her skin. He trailed a line of kisses from her shoulder to her neck where he gave a gentle nip, eliciting a mewling sound from deep in her throat.

Encouraged, his lips explored more of her neck as his hand wandered south, gliding down the soft expanse of her stomach. Max’s touch sent heat coursing through her body, settling between her legs and it was _so unfair_ that he was able to turn her on so quickly.

“Is this okay?” He asked in a low tone, fingers skimming along the top hem of her underwear.

“ _God yes_ ,” she breathed, her body already aching painfully with need. He slipped his hand beneath her panties, teasing her with featherlight strokes that had her pleading for more.

“Let me look at you,” Max murmured into her ear as he halted his movements. Zoey shifted so she was on her back, her legs falling open as she stared into the smoldering eyes of her best friend and _god_ , how had she never realized how attractive he was before? She gasped as he pushed his fingers inside her, adopting a leisurely rhythm that wasn’t quite enough to drive her over the edge, but it sure was enough to keep her frustrated as she squirmed against his hand.

“Max, I’m gonna need you to pick up the pace.”

He grinned at her, seemingly amused, before giving in to her demand. Her body jolted as his thumb joined in to rub circles around her sensitive bundle of nerves. Never in her life did she imagine she’d wake up to find herself getting fingered by Max.

“Did you...uh...want...to grab...breakfast?” Zoey managed between pants as Max’s fingers were working in earnest now. Breakfast seemed like a good time to discuss whatever the hell was going on between them.

Slowly, Max ceased his ministrations, returning to soft strokes before withdrawing his hand completely. Zoey whimpered at the loss of contact, mentally berating herself for speaking at all. She couldn’t have waited until _after_ he was finished to bring up the idea of food?

“You know,” Max began and Zoey watched as he brought his fingers up to his mouth, “I am a bit hungry, now that you mention it.” Five years of friendship had fooled her into thinking she knew everything there was to know about Max, but as he let out a moan, sucking her juices from his fingers and muttering how good she tasted, Zoey realized she was woefully mistaken.

Before she had a chance to fully process what was happening, Max was tugging off her underwear, his head between her legs and his mouth doing things that had a string of expletives falling from her lips as her hands fisted into the sheets.

It didn’t take long for Zoey to come undone, her curses turning into mindless chants of his name as her body trembled its way through her release.

When she recovered, she deemed it only fair to return the favor, yanking down his boxer briefs and sucking him into her mouth.

“ _Fuck, Zoey_ ,” he groaned. “Wait.” He tangled his fingers in her hair, gently pulling her away as she peered up at him in confusion. “There’s still condoms left, right?”

Her face split into a devilish grin. Max brought up a good point there. It would be a shame if they went to waste. Besides, they already had sex once. One more time couldn’t possibly hurt.

* * *

One more time turned into two as they were both in need of a shower and Max made another compelling point about conserving water. By showering together, they were just doing their part to save the environment.

Zoey had to laugh at the bullshit — _‘oh, the lies we tell ourselves’._

While Zoey had never been a fan of shower sex in the past, Max bringing her to her third and fourth orgasm of the morning certainly had her changing her mind about that.

After their rendezvous in the shower, Zoey was dressed and neatly packing away her belongings (better to get it done early) when, with her back to Max, finally asked the question that had been weighing heavily on her mind. “Max, what exactly is happening here?”

“Well, you’re packing and I’m preparing us some shitty hotel coffee, even though we both know we’re going to take one sip, confirm it’s not meant for actual human consumption, and then head down to grab real coffee at the shop we saw in the lobby.”

She turned to face him, anxiously wringing her hands together. “No, I meant—”

“I know what you meant,” he cut her off, scratching at the back of his neck, which was _his_ nervous tell. He gestured toward the edge of the bed. “Uh, should we sit?” Zoey gave a slight nod and they both sat down, each waiting for the other person to begin speaking.

“I guess I don’t know how to start,” Zoey finally offered, breaking the silence.

“Um, last night when you...well, you know...” _jumped my bones_ , she mentally filled in the blanks for him, “Is that uh...is that something you’ve been thinking of doing for awhile?”

Slowly, Zoey shook her head. “I mean, if we’re being honest here, I’ve never really thought of you in that way before...” she said, trailing off as she tried to collect her thoughts that were scattering off in every direction.

“I see.” Max’s voice was tight and Zoey tried to decipher his expression, but his face gave nothing away as his features remained neutral, his eyes guarded.

“Yeah, but—”

“So, this was just a one time thing then, right?” There was a slight edge to his tone, but it was his words that had Zoey’s heart sinking into her stomach.

“Is that...uh, is that what you want?” She wasn’t sure what she was expecting him to say, she just thought that if she knew where _his_ head was at, it would give her some clarity.

“I want whatever you want.”

Well. _Great_. That didn’t clarify shit.

Zoey had no idea what she wanted. She had never allowed herself to think of anything _more_ with Max because he was too important to lose, but then he had went and kissed her on the plane, effectively throwing her entire world into a tailspin because all she wanted was to keep kissing him and loving him and... _oh fuck_. Maybe she did know what she wanted after all.

If he had feelings for her, too, and he didn’t just get caught up in the heat of the moment last night, then maybe this didn’t have to be a one time thing.

Except...what was with Max leaving everything up to her, anyway? Sure, _technically_ Zoey might have been the one who initiated the events of last night, but they mutually decided to have sex, so shouldn’t they mutually decide what to do now?

“I-I’m not sure...I guess I don’t know what I want.” She said faintly, staring down at her hands as she avoided his gaze. Why was it so hard to just be honest with Max right now?

Probably the fear of rejection.

“You don’t know, or you don’t want to say?” The harshness in Max’s tone took Zoey by surprise as she snapped her head back up to look at him. “What is _that_ supposed to mean?” She asked, getting defensive.

“I think it’s pretty obvious that we both know what you want, you’re just too afraid to say it,” Max bit out. Zoey’s mind struggled to keep up, perplexed as to why Max was suddenly so angry with her. Was he mad because he just wanted something light and fun and now he suspected her feelings ran deeper? Did he regret last night? This morning?

“Don’t worry, Zoey, I can handle it. But I’ll make it easy for you,” Max stood up, grabbing his phone and room key before heading toward the door. “Let’s just forget any of this ever happened.”

“Max! Wait! That’s not—” She called after him, but it was too late.

He was already gone.


	4. I Don’t Want To (Let You Go)

Maybe storming out of the hotel room was a bit childish, but hearing Zoey admit she didn’t actually have feelings for him (how else was he supposed to take _‘I’ve never really thought of you in that way before’?_ ), had Max desperate to put some space between them before his emotions got the best of him.

The last thing he needed was for Zoey to find out he was in love with her when it was blindingly obvious she was not on the same page. All she wanted was casual sex and he couldn’t begrudge her for that because she never would have agreed to it if she didn’t think that’s exactly what he was after, too. Zoey might not be the most emotionally cognizant, but she wasn’t the type of person who’d intentionally hurt someone. She could never be that cruel.

No, Max could only blame himself. He had fooled himself into thinking Zoey wanted something more, that she felt something more.

He only wished now that he hadn’t lashed out at her. It’s not like it was her fault. She couldn’t make herself love him, couldn’t force herself to feel something that wasn’t there. But still, at the time, it was easier to be angry than hurt.

As Max wandered around the hotel, trying _not_ to think about Zoey and the ache that had settled in his chest, he wondered if it was too early for a drink.

“Whiskey sour, please,” Max asked the bartender. “Make it a double.”

When the first drink failed to ease the pain, he thought the second one would for sure. 

It didn’t.

For one perfect night, and a small part of the morning, Max held everything he ever wanted in his arms. 

Knowing he never would again had him signaling for another drink.

* * *

An hour later, Max was making his way back toward the elevators when a thought occurred to him. If this was _Flamingo_ Las Vegas, where were all the damn flamingos?

 _Oh._ There they were, he noted as he passed by a large set of glass windows and doors that led outside.

He kept walking until he was in the lobby, taking an elevator up to the fifth floor. When he got back to the hotel room, he found it empty except for two suitcases which were neatly lined against the wall.

In his absence, Zoey must have taken it upon herself to pack up his belongings. Unzipping his suitcase, Max admired her handiwork. Every article of clothing was perfectly folded and meticulously arranged. _Adorable little neat freak._

Just as that thought crossed his mind, Max heard the door open and he nearly toppled over as he turned to face her, just _slightly_ unsteady from the three (double) whiskey sours.

“There you are! I’ve been looking all over—” Zoey stopped in her tracks, assessing him as the door shut behind her. “Are you _drunk?_ ”

He gave her a goofy smile. “I may have had a few drinks, sure.”

“Max...it is 11am,” she deadpanned. 

Zoey had a point there, but Max had an even better one. “It’s Vegas.”

She cracked a smile at that before her face turned serious again. “That’s great, but we’re supposed to check-out in...” she glanced at her phone, her eyes going wide, “ten minutes ago! And our shuttle to the airport is probably already out there, but...there’s no way they’re going to let you on the plane like... _that!_ ” She gestured wildly at his disheveled appearance, but Max was unfazed.

“Zoey. Zoey. Relax. I’ll just buy a ticket for a later flight. No big deal. You go ahead. I’ll catch you at work on Monday.”

“Max, you can be so damn infuriating sometimes, you know that? I’ll be right back,” when she reached the doorway, she fixed him with a glare. “Stay. Right. There.” She ordered, sternly pointing her finger at him.

Max gave her a salute before he made an elaborate show of sitting down on the edge of the bed, placing his hands on his knees, grinning like an idiot.

Zoey shook her head, muttering something under her breath before letting the door swing shut as she left the room.

When she returned a few minutes later, Max was still sitting there, patiently waiting for her. “Look, I didn’t move at all!”

“Wow, I’m shocked. Anyway, I got us a late check-out. We have three hours to sober you up. I’m going to call and see if I can get our flight changed,” Zoey announced as she stalked over to him. “Here,” she handed him a large cup of black coffee. “Drink this.”

“Yes ma’am.” Max dutifully took a sip, wincing as the coffee scorched his tongue and throat. “I like it when you take charge. It’s very hot. Like last night,” he gave her what was intended to be a seductive smile, the alcohol in his system doing its part in making him forget their earlier conversation.

He moved to set the coffee down on the nightstand before laying on the bed, propping his hands behind his head as another instance came to mind. “Or last year when Brad was out sick for a week and Joan made you acting manager. Leif was _so_ pissed she didn’t pick him, sulking around for days. When he and Tobin tried to make you look bad by purposely messing up the code and telling Joan you were the one who wrote it... _god_ , the way you put them in their place that day...I couldn’t stop thinking about you for weeks after that.” Max smiled to himself as he stared up at the ceiling, remembering how feisty Zoey had been and how much he thoroughly enjoyed it.

“In what way?”

“Hmm?” Her voice pulled him from his memory as his brain struggled to comprehend her question.

“You said you couldn’t stop thinking about me. I’m asking in what way.”

Max shifted his gaze to peer over at Zoey, who was carefully studying his face, a spark of curiosity in her eyes.

“In every way,” he answered honestly, the words slipping from his mouth of their own accord as he stared at her, captivated by just how beautiful she was.

Zoey was quiet for a long time before she responded. “So...to recap, you thought I was hot and you couldn’t stop thinking about me... _last year?_ ” Max didn’t say anything, opting instead to smile softly up at her. With their eyes still locked on each other, he watched as she considered something. “Max...why did you kiss me on the plane?”

“Because you asked me to distract you.” When she raised an eyebrow at him, he amended his answer. “Because I wanted to.”

“Why uh...why did you want to?” She asked quietly, the atmosphere changing, and suddenly Max felt like they were on the precipice, about to fall into dangerous territory. The dull ache in his chest returned as he remembered her words, echoing loudly in his head.

_‘I’ve never really thought of you in that way before.’_

“Zoey...” It was a plea, a warning, that if she pushed him, he’d admit something that couldn’t be taken back.

“I need to know why, Max.”

“It doesn’t matter,” he said, but it was a feeble protest because he already knew he would give in, he could never refuse her anything. It was a universal truth that Max Richman was a _sucker_ for Zoey Clarke.

“It matters to me,” her voice was soft, vulnerable, and it was that vulnerability that caught his attention and significantly sobered him. It wasn’t often Zoey let her guard down, in fact, those moments were _very_ few and _very_ far between.

Max shifted into a sitting position as he glanced at the redhead standing a few feet away, who was looking at him expectantly.

It was her willingness to lower her defenses (and also the copious amount of alcohol in his system) that allowed the next words to flow freely from his mouth. “I wanted to kiss you because I’m in love with you.”

A myriad of emotions flickered across her face before ultimately settling on confusion. “If that’s true, then why did you say you wanted to forget all _this_ ,” she gestured between the two of them, “ever happened?”

“Because you don’t feel the same way,” Max said simply and was surprised when Zoey started laughing in disbelief. “I would _love_ to know how the hell you came to that conclusion.”

Now it was Max’s turn to be confused. “I just thought...I mean this morning when you said you’ve never thought of me in that way before...I just assumed you wanted last night to be a one time thing.”

Zoey was shaking her head. “Max, do you also remember earlier how I said you can be so damn infuriating? I’d like to reiterate that statement. Just because I haven’t thought of you like that before, it doesn’t mean that I don’t want to think of you like that _now_...” she paused for a second, “does that...make sense?”

“I think I’m gonna need you to be a little more clear,” he said, even as a smile was stretching across his face.

“Hmm...well let’s just say, I want whatever you want,” she teased, slowly walking toward him.

“Which is...?” Max needed to hear her say it.

“ _You_ , you giant dork, I want you. I’m pretty sure I told you exactly that last night.”

“I thought you just wanted my body,” Max winked at her. “Come here,” he reached over and grabbed her by the waist, effortlessly pulling her onto his lap. “Why don’t we stay here another night?” he suggested, cradling her face in his hands and tenderly brushing his thumb across her cheek. His lips curved into a smile as her eyes fluttered closed.

“If the hotel was completely booked yesterday, I doubt they’re going to have any rooms available tonight,” she countered, always the voice of reason, running her fingers through his hair.

“Hey, you never know, there could have been a last minute cancellation. And I don’t know about you,” Max leaned forward until their lips were almost touching, whispering the last part, “but I’m feeling pretty damn lucky today.” Zoey’s laugh was muffled against his mouth as she grabbed his face and kissed him.

**Notes for the Chapter:**

> As always, thanks for reading whatever my brain decides to conjure up lol.


End file.
